Professional Documents
Culture Documents
INFORMATION MEMORANDUM
Project financing has the followings five stages:
(i) Preliminary feasibility study – At this stage, the following is done:
- Determining the viability of project in terms of finances and technology;
- Analysis of objects;
- Review of the project plan;
- Suggesting alternative ways to achieve objectives.
(ii) Planning – At the second stage, planning covers everything from the initial
consulting and review of the preliminary feasibility study to arranging
financing.
(iii)Arranging finance –This stage involves preparation of the Information
memorandum. An Information memorandum is a selling tool of the project
prepared by the sponsors’ and agent bank to look for potential financers. The
information memorandum:
- fully describes the project and outlines management is plans and policies.
- should be prepared with extensive help of financial advisers.
- should appear to lenders i.e. show that the project can general profits and
social effect.
- assumptions underlying the project should be realistic project should not
over sell.
The information memorandum is like a business plan or even prospectus for the
initial public offer (IPO).
(iv) Monitoring and administering the financing – This stage can be further
broken down into two:
Construction
On this stage, stakeholders:
- Ensure that construction is kept on schedule and that financers are not caught
unaware.
- Prepare estimates to completion, from time to time.
start up
On this stage, actions performed include:
- Monitoring actual operation costs and economics of production against the
financial and production plans.
- Tracking any unexpected occurrences.
(v)Operations – this stage involves:
- Continuation of monitoring operations, cash flows, ratios etc.
- Cash flow analysis and calculate when project should start repaying.
- Selection of external advisors for financial and technical purposes.
Candidates for external advisers include:
1. Commercial banks – for information memorandum formulation
2. Merchant banks - for information memorandum formulation
3. Mayor contractors – when it comes to construction.
4. Legal advisors – for giving legal advice on project’s operation.
5. Auditors – for auditing expenditures.
6. Insurance consultants.
Once the external adviser has been selected an engagement letter is written to
spell out work, fees, timetable rights, people engaged to reduce
misunderstandings.
Contents of information memorandum
The typical information memorandum includes:
■ Disclaimer It is important that it be clearly and prominently displayed.
■ Authority letter Here the borrower authorizes release of the information
memorandum to the syndicate.
■ Project overview A brief description of the proposed project is included first
in the memorandum. The overview includes the type of project, background on
the host country, the status of development and other significant information.
■ Borrower The description of the borrower explains the form of organization
(corporation, partnership, limited liability company) and place of organization
of the borrower. It includes the ownership structure of the borrower.
■ Project sponsors The identity, role and involvement of the project sponsors
in the project is included. Summary financial information about the sponsors is
also given. This section also specifies the management structure of the project
company.
■ Debt amount/uses of proceeds How much debt the project will need is
described generally in this section. Also included is the currency in which the
loan is to be made and repaid. The manner in which loan proceeds will be used
is an important part of the memorandum.
■ Sources of debt and equity The total construction budget and working
capital needs of the project, including start-up pre-operation costs, are outlined
in this section. Also, the sources of the funds needed for the project are
explained, including debt and equity.
■ Collateral This discussion includes the identity of collateral, whether the
collateral is junior in lien priority to other debt, and any special collateral
considerations.
■ Equity terms The terms of the equity are more completely described in this
section. Included are explanations of the type of equity investments; when the
equity will be contributed; how the equity will be funded, whether the
commitment is absolute or subject to conditions, and if conditional, why it is
conditional.
■ Cost overruns The offering memorandum may set forth an explanation of
how any cost overruns will be funded.
■Sponsor guarantee/credit enhancement Any other guarantees or credit
enhancement that the project sponsors will provide are also described.
■ Debt amortization This section describes the proposed debt repayment
terms, including amortization schedules and dates for repayment of interest and
principal. Mechanical elements such as minimum amounts of prepayments,
advance notice of prepayments, may also be described (but are governed by the
loan agreement).
■ Commitment, drawdown and cancellation of commitment The mechanical
provisions are typically included, although they are generally identical
boilerplate clauses in standard loan contracts. These include minimum
drawdown amounts, and timing and notice of drawdowns.
■ Interest rate Typical interest rate options include a bank’s prime (or
reference) rate, being the rate typically offered to its best customers, LIBOR
(London Interbank Offered Rate), Cayman (rates of banks with respect to
Cayman Island branches), and HIBOR (Hong Kong Interbank Offered Rate).
Rates can, of course, also be fixed.
■ Fees The fees offered to the lenders, including structuring fees, closing fees,
underwriting fees and commitment fees, are described. Amounts are usually left
blank and resolved during negotiations.
■ Governing law In this section the choice of law to govern the loan documents
is listed. It is sometimes the law of the host country. However, that is not so in
financings in developing countries, unless lenders in the host country provide all
debt.
■ Lawyers, advisers and consultants This section will identify the lawyers,
advisers and consultants involved in the project; often a budget for legal fees is
requested.
Where, K – WACC
Ki – Cost of equity capital (CAPM)
i – Pretax cost of debt (interest on debt)
⋋ - Debt to total market value ratio
τ – Tax rate
Cost of equity
The cost of equity capital (Ki ) of a firm is the expected return on the firm's
stock that investors require. The return is frequently estimated using the capital
asset pricing model CAPM.
Ṙi=R f + β i (Ṙm −Rf )
Where,
cov (Ri , Rm )
β i=
var (R m )
cov (R i , Rm ) - is the covariance of future returns between security iand the market
portfolio (RM).
var (Rm ) - is the variance of return of the market portfolio.
THE PROJECT’S BORROWING CAPACITY AND ITS
ABILITY TO SERVICE DEBT
A project’s borrowing capacity is a term used to refer to how much money a
bank can lend to the project given a certain amount of cash flows. There are two
hypotheses regarding the project's borrowing capacity:
Hypothesis A: - Full drawdown of capital in the moment of full completion.
Under this hypothesis, the amount the bank will lend to a project entity should
equal a fraction of the present value PV of the available cash flows.
α × D=PV
Where, α - is the largest cash flow coverage ratio (The cash flow ratio indicates
the ability to make interest and principal payments as they become
due).
D – the maximum loan amount.
PV – present value of future cash flows.
Example:
Given PV of cash flows as 1,488,691 Euro and cash flow cover ratio of 1.5, find
the amount of money a bank should lend to a project entity.
α × D=PV
1.5 × D=1,488,691
1,488,691
D= =992,461 Euros
1.5
Meaning the debt capacity of the project is 992,461 Euro based on an estimated
cash flow of 1,488,691 Euros.
Hypothesis B –the revenues and operating expenses do not begin for M years.
-Under this hypothesis, the amount the bank will lend to a project entity should
equal a fraction of the present value of available cash flows beginning with the
year M.
M
The project company will draw the loan in the initial moment but the cash
revenues and expenses are generated the future at time M. The present value of
the project future cash flows should equal present value of debt D drawn in the
initial moment.
M
α × D× ( 1+i ) =PV
Note that M is the estimated period before the project produces any operating
cash flows.
Project’s ability to service debt
The project’s ability to service debt is an analysis of how much money a project
has to service its debt (i.e. principal payments plus interest payments). To
evaluate the project's ability to service its debt, three financial ratios are
normally used:
(i) Interest coverage ratio
This is the ratio used to determine how easily a project company can pay
interest on outstanding debt. The interest coverage ratio is calculated by
dividing a company's earnings before interest and taxes (EBIT) of one period by
the company's interest expenses of the same period.
EBIT
Interest coverage ratio=
Interest expense
The lower the ratio, the more the company is burdened by debt expense. When a
company's interest coverage ratio is 1.5 or lower, its ability to meet expenses
may be questionable. An interest cover ratio below 1 indicates that the company
is not generating enough revenues to satisfy interest expenses.
(ii) Fixed charge coverage ratio
This is the ratio that indicates a project’s ability to satisfy fixed financing
expenses such as interest and leases. It is calculated as follows:
EBIT +¿ charge (before tax)
FCCR=
¿ charge ( before tax ) +interest
Sales of assets
Increase in
equily
New profit
Pool of cash
Uses of cash
Increase in Purchace
working of fixed Repayment
capital assets of debt
From the diagram we can say that the total net cash flow is the sum of cash
flows in three areas:
1. Operation cash flows – cash received or spent as a result of a project's
business activities it includes cash earnings plus changes to working capital.
2.Investment cash flows – cash received from the sale of long term assets or
spent on capital expenditure (sale and purchase of assets).
3. Financial cash flows – cash received from the issue of equity or debt or paid
out as dividends, loan + interest.
Reasons for cash flow analysis (forecast)
1. Coming up with estimates on cash flows, projects loss and the balance sheet
along with a series of ratios based on the same forecasts is vital for valuing the
ability of the project to generate enough cash to cover the debt service and pay
its sponsor dividends that are in line with expected returns.
2. It is also important if the project company wants to bid on a public
concession or BOT scheme.
Factors to consider when calculating cash flows
The following factors should be considered when calculating cash flows:
(i) Timing of the investment
The length of the plant construction period impacts financial costs,
especially interest and commitment fees so it is important to state the
start and end date of project.
(ii) Initial investment costs
Initial costs are normally specified in the construction contract. Initial
costs should also include cost of purchasing the land, owner's costs,
and development costs.
(iii) VAT
During construction, the project company will incur investment costs
subject to VAT (VAT on raw materials acquired from suppliers).
Since the company is not yet operational from a commercial stand
point, it cannot issue invoices and consequently collect VAT regards.
Legislation of various countries allow for different options of VAT
refund like:
A sponsor who is in a position of debt toward the VAT office can offset
the VAT credit on its return. The sponsor should have 51% or more
shareholding of SPV.
When SPV starts project operation on a commercial basis, the SPV can
request immediate reimbursement for the VAT credit offering a suitable
guarantee.
Offsetting the SPV's VAT credits with VAT debts during the operating
phase.
(iv) Public grants (in PPP initiatives)
Public grants represent a key source of financing for building and
operating facilities that serve the needs of the public. Terms on which
governments pay grants include:
Testing grant – when grant is paid out at the end of the construction
period, provisions are made for bridge financing. Bridge financing is a
method of financing used to maintain liquidity white wailing for an
anticipated and reasonably expected inflow of cash.
Milestone grant – funds received on the basis of the milestone achieved.
(v) Analysis of the sales contract, the supply contract and operating
expenses
Under analysis of contracts, if contracts are not yet definitive, standard
prices and conditions applied by the market are included in the
calculations. If contracts are definitive, then of take and put or pay
contracts will become the basis of what the inflows or outflows will
be.
(vi) Trends in working capital
Factors to consider will include for example the average collection
period and the average payment model. Delays in these factors have
the effect of differentiating economic margins. Variations in working
capital depending on the sign represent an outlay or source of cash. In
most project finance initiatives weight of investment in working
capital is insignificant e.g. in public transportation where accounts
receivables are virtually non-existent.
(vii) Taxes
All the taxes associated with the project should be considered and a
project manager should always look for ways of reducing the fiscal
burden.
(viii) Macroeconomic variables
All forecasts developed by reputable research agencies e.g. expected
brands in the Interest rate, inflation rate, GDP, etc. should be included
in cash flow forecasts. Also vital is the defining of correlation among
variables like the price and demand of project goods.